Cognizant Technology Solutions Corporation (NASDAQ:CTSH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive Agreement.
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(Cognizant or the Company) entered into accelerated stock
repurchase agreements (each, an ASR Agreement) with Barclays Bank
PLC (Barclays), Citibank N.A. (Citibank) and UBS AG, London
Branch (UBS) to repurchase an aggregate of $1.5 billion of the
Companys Class A common stock (the Common Stock). The ASR
Agreements are part of the plan announced by the Company in
February 2017 to return $3.4 billion to shareholders over the
next two years through a combination of share repurchases and
dividends.
$500.0 million payment to each of Barclays, Citibank and UBS on
March 14, 2017 and expects to receive from each of them on the
same day an initial delivery of approximately 7.2 million shares
of Common Stock. The final number of shares to be repurchased
will be based on the volume-weighted average stock price of the
Common Stock during the term of the transaction, less a discount
and subject to potential adjustments to the terms of the relevant
ASR Agreements. At settlement, under certain circumstances, each
of Barclays, Citibank and UBS may be required to deliver
additional shares of Common Stock to the Company, or under
certain circumstances, the Company may be required to deliver
shares of Common Stock or to make a cash payment, at its
election, to Barclays, Citibank and UBS, as applicable. The final
settlement of the transactions under the ASR Agreements is
scheduled to occur during or prior to the third quarter of 2017
but such transactions may be terminated early in certain
circumstances.
transactions, including, but not limited to, the mechanisms to
determine the number of shares or the amount of cash that will be
delivered at settlement, the required timing of delivery of the
shares, the specific circumstances under which adjustments may be
made to the transaction, the specific circumstances under which
the transaction may be terminated prior to its scheduled
settlement date and various acknowledgements, representations and
warranties made by the Company and Barclays, Citibank and UBS, as
applicable, to one another.
to be complete and is qualified in its entirety by reference to
the form of ASR Agreement, a copy of which is attached hereto and
incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Form of ASR Agreement
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This Current Report includes statements which may
constitute forward-looking statements made to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, express or implied forward-looking statements relating to the Companys accelerated share repurchase program and its capital return plan, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond the Companys control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions, changes in the regulatory environment, including with respect to immigration and taxes, and the other factors discussed in the Companys most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law. |
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About Cognizant Technology Solutions Corporation (NASDAQ:CTSH)
Cognizant Technology Solutions Corporation is a provider of information technology (IT), consulting and business process services. The Company operates through four segments: Financial Services, which includes customers providing banking/transaction processing, capital markets and insurance services; Healthcare, which includes healthcare providers and payers, as well as life sciences customers, including pharmaceutical, biotech and medical device companies; Manufacturing, Retail and Logistics, which includes manufacturers, retailers, travel and other hospitality customers, as well as customers providing logistics services, and Other, which includes communications, manufacturing/retail/logistics, and high technology. The Company’s competencies include business, process, operations and IT consulting, application development and systems integration, enterprise information management, application testing, application maintenance and IT infrastructure services. Cognizant Technology Solutions Corporation (NASDAQ:CTSH) Recent Trading Information
Cognizant Technology Solutions Corporation (NASDAQ:CTSH) closed its last trading session 00.00 at 59.25 with 3,775,030 shares trading hands.
